Progress Energy 2010 Annual Report Download - page 211

Progress Energy Proxy Statement
73
DISCUSSION OF DIRECTOR COMPENSATION TABLE
RETAINER AND MEETING FEES
During 2010, Directors who were not employees of the Company received an annual retainer of $80,000,
of which $30,000 was automatically deferred under the Non-Employee Director Deferred Compensation Plan (see
below). The Lead Director/Chair of the following Board Committees received an additional retainer of $15,000:
Audit and Corporate Performance Committee; Governance Committee; and Organization and Compensation
Committee. The Chair of each of the following standing Board Committees received an additional retainer of
$10,000: Finance Committee and Operations and Nuclear Oversight Committee. The nonchair members of the
following standing Board Committees received an additional retainer of $7,500: Audit and Corporate Performance
Committee and Organization and Compensation Committee. The nonchair members of the following standing
Board Committees received an additional retainer of $6,000: Governance Committee; Finance Committee; and
Operations and Nuclear Oversight Committee. In addition, a special meeting fee of $1,500 was paid to members
of the Operations and Nuclear Oversight Committee in the January 1, 2011 retainer. The special meeting was held
on September 15, 2010, and the special meeting fee was approved by the Governance Committee on December 7,
2010. The Nuclear Oversight Director received an additional retainer of $8,000. The Chair of the Nuclear Project
Oversight Committee receives an attendance fee of $2,000 per meeting held by that Committee. Additionally, each
member of the Nuclear Project Oversight Committee receives an attendance fee of $1,500 per meeting held by
that Committee. Directors who are not employees of the Company received a fee of $1,500 per meeting, paid with
the next quarterly retainer, for noncustomary meetings or reviews of the Company’s operations that are approved
by the Governance Committee. Directors who are employees of our Company do not receive an annual retainer
or attendance fees. All Directors are reimbursed for expenses incidental to their service as Directors. Committee
positions held by the Directors are discussed in the “Board Committees” section of this Proxy Statement.
Effective January 1, 2011, the cash component of the annual retainer was increased by $25,000. The annual
retainer is now $105,000, of which $30,000 will be automatically deferred under the Non-Employee Director
Deferred Compensation Plan (see below).
The Non-Employee Director Stock Unit Plan provides that each Director will receive an annual grant of
stock units that is equivalent to $60,000.
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
In addition to $30,000 from the annual retainer that is automatically deferred, outside Directors may elect
to defer any portion of the remainder of their annual retainer and Board attendance fees until after the termination
of their service on the Board under the Non-Employee Director Deferred Compensation Plan. Any deferred fees are
deemed to be invested in a number of units of Common Stock of the Company, but participating Directors receive
no equity interest or voting rights in any shares of the Common Stock. The number of units credited to the account
of a participating Director is equal to the dollar amount of the deferred fees divided by the average of the high
and low selling prices (i.e., market value) of the Common Stock on the day the deferred fees would otherwise be
payable to the participating Director. The number of units in each account is adjusted from time to time to reflect the
payment of dividends on the number of shares of Common Stock represented by the units. Unless otherwise agreed
to by the participant and the Board, when the participant ceases to be a member of the Board of Directors, he or
she will receive cash equal to the market value of a share of the Company’s Common Stock on the date of payment
multiplied by the number of units credited to the participant’s account.